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PORTIONS OF THIS DOCUMENT INDICATED BY AN [***] HAVE BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT OF SUCH INFORMATION.



                                                                    EXHIBIT 10.3

                      MOTOROLA MASTER DISTRIBUTOR AGREEMENT

This Motorola Master Distributor Agreement including its attachments
("Agreement") is made and entered into as of 23rd day of January, 2003 (the
"Agreement Date"), by and between MOTOROLA, INC., a Delaware Corporation, by and
through its Broadband Wireless Technology Center, having its principal place of
business at 50 Commerce Drive, Schaumburg, Illinois 60173 ("Motorola") and
Brightstar CORP., a Corporation of the State of Delaware having its principal
place of business at 2010 N.W. 84th Avenue, Miami, Florida 33486 ("Master
Distributor").

1.    TERM

The initial term of this Agreement shall commence as of the Agreement Date and
shall continue for an initial term which expires December 31, 2004, unless
sooner terminated as provided in this Agreement. [***]

Nothing contained in this Agreement shall be deemed to create any express or
implied obligation on either party to renew or extend this Agreement or to
create any right to continue this Agreement on the same terms and conditions
contained herein. Master Distributor understands that Motorola intends to review
its distribution strategy and the terms and conditions of this Agreement on an
ongoing basis.

2.    PRODUCTS, PRICES, NO RETAIL SALES, MASTER DISTRIBUTOR LOCATION AND
      SUPPLEMENTARY TERMS AND CONDITIONS

      During the term of this Agreement, Master Distributor agrees to purchase
      and Motorola agrees to sell, in accordance with the terms, conditions,
      limitations and prices set forth in this Agreement, only those selected
      products ("Products") as described in the then current Attachment A -
      Products, Area of Primary Marketing Responsibility to this Agreement.

(b)   Master Distributor agrees that the entire contents of Attachment A are
      subject to change or withdrawal at any time at the sole discretion of
      Motorola upon thirty (30) days prior written notice to Master Distributor
      and when written notice of such changes or withdrawals has been sent to
      Master Distributor by Motorola, all earlier inconsistent or withdrawn
      contents shall be automatically superseded after the effective date stated
      in such notices. Motorola may withdraw or change (i) Attachment A, (ii)
      each or any individual Product, or (iii) the design or specifications for
      the Products at any time, in any way, without liability or.obligation to
      Master Distributor or Master Distributor's customers. (c)Master
      Distributor specifically acknowledges the existence of other products,
      product lines and services of Motorola and agrees and consents to the
      limitation of this Agreement solely to the Products as listed in
      Attachment A. Master Distributor also specifically acknowledges that
      Motorola distributes various products and services by other contractual
      relationships, and Master Distributor agrees that nothing contained in
      this Agreement shall be deemed to create any express or implied obligation
      on Motorola to establish any such other contractual relationship with
      Master Distributor.

(d)   Master Distributor agrees to sell each Product item it buys from Motorola
      under this Agreement only to Resellers. A "Reseller" means a third party
      commercial for-profit business entity that: (a) is located in Master
      Distributor's Area (defined in Paragraph 6 below), (b) is identified in
      writing by Motorola as an Authorized Canopy(TM) Distributor ("ACD") or
      Authorized Canopy(TM) Solutions Provider ("ACSP") and (c) buys the
      Products from Master Distributor pursuant to a Reseller Contract (defined
      in Paragraph 3 below), MASTER DISTRIBUTOR AGREES IT WILL NOT, UNDER ANY
      CIRCUMSTANCE, SELL THE PRODUCTS DIRECTLY TO ANY END USER CUSTOMER. Master
      Distributor shall be eligible to earn rebates and other incentives when
      Master Distributor sells eligible Product to Resellers that have been
      identified in writing by Motorola as a Master Distributor's "Designated
      ACD and/or ACSP".

(e)   Master Distributor shall sell the Products only from the Master
      Distributor's location written above and such other locations as are
      authorized, in writing, by Motorola. Master Distributor shall not appoint
      any sales agent or representative (other than its employees) in.
      connection with the performance of the Agreement; provided, however,
      Motorola, in its sole discretion upon a duly executed amendment to this
      Agreement, may allow Master Distributor to appoint specified agents to
      seek sales of the Products within Master Distributor's Area to Resellers.

(f)   Master Distributor agrees that the Supplementary Terms and Conditions
      contained in Attachment B are incorporated into this Agreement by this
      reference.

3.    MASTER DISTRIBUTOR SALES TO RESELLERS. END USER CUSTOMER AND RESELLER PASS
      THROUGH PROVISIONS, WARRANTY PROCESSING OBLIGATION

(a)   Master Distributor shall only make sales of the Products to a Reseller and
      only in the name of and for the account of Master Distributor. For each
      such sale, the Products sale contract between Master Distributor and each
      Reseller shall, in writing, require of each Reseller, those duties and
      obligations necessary to effectuate the terms, conditions and limitations
      of this Agreement ("Reseller Contract"). By way of example of the
      preceding sentence, but not limitation, for each Reseller Contract: (i)
      the duration of that contract may not exceed the term of this Agreement,
      and (ii) the Reseller must agree to pass through to the intended audience,
      the end user customer pass through provisions set forth in Paragraphs 3(b)
      below.

(b)   Master Distributor acknowledges that certain of the provisions contained
      in Attachment B are, by their sense and context, intended for a Reseller's
      end user customer who will acquire one or more of the Products from a
      Reseller. For each such provision in Attachment B, Master Distributor

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      agrees it will obligate each of its Resellers that, both prior to and as
      part of each transaction between a Reseller and its end user customer, the
      Reseller will notify its end user customer of the specific requirements,
      rights, duties and limitations contained in the Warranty/Warranty
      Disclaimer, Software License and Software Warranty/Warranty Disclaimer,
      Patent, Copyright and Trademarks, FCC and Other Governmental Matters
      provisions in Attachment B.

(c)   Master Distributor acknowledges that certain of the provisions contained
      in Attachment B are, by their sense and context, intended for the Reseller
      who will acquire one or more of the Products from Master Distributor. For
      each such provision in Attachment B, Master Distributor agrees it will
      notify each Reseller of and, as applicable, obligate each Reseller
      regarding the specific requirements, rights, duties and limitations
      contained in the Title and Security, Warranty/Warranty Disclaimer.
      Software License and Software Warranty/Warranty Disclaimer, Patent,
      Copyright and Trademarks, FCC and Other Governmental Matters, and
      Compliance with Law provisions in Attachment B, and any other provisions
      Motorola may from time to time notify Master Distributor are required.

(d)   Master Distributor agrees to process all Resellers' end user customer
      Products warranty claims presented to it through its Resellers or those
      end user customers in accordance with Motorola's then current applicable
      Master Distributor Products Warranty Repair/Return procedure.

4.    MASTER DISTRIBUTOR'S SCOPE OF DISTRIBUTION

      (a)   Motorola appoints Master Distributor as a master distributor for the
            Products in the assigned Area of Primary Marketing Responsibility.
            Master Distributor specifically acknowledges the right of Motorola
            in Motorola's sole and unrestricted discretion, without any
            liability or obligation to Master Distributor, to appoint additional
            distributors, dealers, resellers or finders and/or make direct or
            indirect sale or distribution of any Motorola products or services,
            similar or dissimilar, or any non-Motorola products or services in
            Master Distributor's assigned Area of Primary Marketing
            Responsibility and elsewhere, anytime and to anyone.

      (b)   Master Distributor agrees to focus its efforts on maximizing sales
            of the Products to Resellers in Master Distributor's Area of Primary
            Marketing Responsibility and to sell the Motorola Product solution
            in at least eighty percent of Master Distributor's relevant sales
            transactions. Master Distributor shall not otherwise promote or sell
            competing unlicensed point to point or point to multipoint
            solutions, and will confer with o Motorola in the event certain
            additional third party products are required to supplement the
            Motorola Product solution.

      (c)   Notwithstanding other provisions in this Agreement that prohibit
            Master Distributor from selling Product to end user customers,
            Motorola may, from time to time, approach Master Distributor with an
            opportunity to sell Product to an end user customer that has been
            working with Motorola ("Referred Customer"). If Distributor is
            interested in selling Product directly to such Referred

            Customer under terms described by Motorola, Motorola shall provide
            Master Distributor with a Referred Customer sales rebate ("Referred
            Customer Rebate"). The Referred Customer Rebate is calculated as:
            (Master Distributor purchase price of the Product less Master
            Distributor's net sales price of the Product plus [***] of Master
            Distributor's net sales price of the Product). In the event such
            total calculation described in the parentheses ( ) results in a
            negative number, Motorola shall not owe Master Distributor a
            Referred Customer Rebate or any other rebate and Master Distributor
            shall not owe Motorola any offsetting rebate.

      (d)   Master Distributor shall specifically identify in writing to
            Motorola on a monthly basis all end user accounts to which entities
            within Master Distributor's distribution channel are devoting
            significant resources. Upon request by Motorola, Master Distributor
            shall provide documentation of what resources are being utilized to
            develop an account If in Motorola's reasonable discretion, it
            determines that Master Distributor's distribution channel is
            devoting significant resources to developing an identified end user
            account, such account shall be designated a target account ('Target
            Account").

            In the event that Motorola's Broadband Wireless Technology Center
            elects to sell Products directly to a Target Account without Good
            Cause, Motorola shall pay to Master Distributor art amount equal to
            [***] of the net sales price (after all discounts and rebates and
            not including any shipping costs, taxes or other costs or fees) of
            the Product sold directly by Motorola's Broadband Wireless
            Technology Center to the Target Account ("Service Fee").

            Good Cause exists if (i) for any reason the Target Account requests
            in writing that it purchase directly from Motorola Broadband
            Wireless Technology Center or (if) Motorola has reasonably
            determined that Master Distributor's performance of its obligations
            under this Agreement is deficient, has given Master Distribution
            notice of its performance deficiencies and Master Distributor has
            failed to correct the deficiencies within ten days of the notice,
            (iii) Master Distributor has given notice of termination, (iv)
            Master Distributor is unable to purchase sufficient Product to
            fulfill a Target Account's order or (v) Master Distributor elects
            not to fulfill any such order for a Target Account.

            The Service Fee for a particular Target Account will be payable for
            the shorter of (i) six months from the first direct sale of Product
            by Motorola's Broadband Wireless Technology Center to the Target
            Account, (ii) the expiration of the Agreement, (iii) Master
            Distributor's termination of the Agreement for its convenience or
            (iv] Motorola's termination of the Agreement in accordance with
            Section 10 (b).

            Motorola shall pay Master Distributor amounts due 01 offset existing
            payment obligations from Master Distributor, on a fiscal quarterly
            basis, within forty-five 45 days after the end of the fiscal
            quarter. The Service Fee shall not be paid on (i) sales of Product
            by

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            Motorola's Broadband Wireless Technology Center to distributors or
            other resellers or (ii) sales to any end-user customers or to any
            other distributors or resellers by any other division or business
            entity of Motorola.

    CONFIDENTIALITY

During and for three years after the termination or expiration of this
Agreement, each party shall maintain in strict confidence all confidential
information disclosed to such party by the other party or by others, including,
but not limited to, (i) the contents of Attachment A and all revisions thereof,
all price and marketing information, customer lists, drawings, technical
information and data, and other information of any nature relating to Motorola
products and services or the sale or distribution thereof, or (ii) to Master
Distributor confidential information. All information disclosed by either party
hereunder and information Master Distributor obtains in connection with this
Agreement shall be used solely in furtherance of the distribution of Motorola
Products and services.

6.    AREA OF PRIMARY MARKETING RESPONSIBILITY FOR PRODUCTS

Master Distributor agrees that its defined role in Motorola's distribution
system is necessary in order to most efficiently assist Motorola, Master
Distributor and Motorola's other distributors, dealers, representatives and
resellers to expand Motorola's distribution of the Products and to provide the
highest levels of customer satisfaction. Accordingly, Master Distributor agrees
to use its best efforts to promote and sell the Products only to Suppliers
within the territory described on Attachment A-Products, Area of Primary
Marketing Responsibility for Products, then in effect ("Area"). Master
Distributor acknowledges that it may not sell Products to any Reseller whose
principal place of business is outside of Master Distributor's Area. Master.
Distributors sales volume performance as a distributor of the Products will be
evaluated based only on its sales volume performance of sales to Resellers whose
principal places of business are in Master Distributor's Area. Master
Distributor's use of its best efforts within the Area is essential to
continuation of the Agreement.

Sales to the End User Customers: Any direct distribution, transshipment and/or
sale of Products by Master Distributor to end user customers is prohibited.

Sales to the U.S. Government: Any direct distribution, transshipment and/or sale
of Products by Master Distributor to the United States Government or any of its
departments, agencies or subdivision or to any prime contractor selling to any
of those entities is prohibited. In the event that Master Distributor's Reseller
elects to sell Products or services to the U.S. Government, Master Distributor's
Reseller does so solely at its own option and risk, and agrees not to obligate
Motorola as a subcontractor or otherwise to the U.S. Government. Master
Distributor's Reseller remains solely and exclusively responsible for compliance
with all statutes and regulations governing sales to U.S. Government. Motorola
makes no representations, modifications or warranties whatsoever with respect to
the ability of its goods, services or prices to satisfy any such statutes and
regulations.

Sales outside of Master Distributor's Area of Primary Marketing Responsibility:
Except as agreed to in writing with Motorola, any direct or indirect
distribution, transshipment and/or sale of Products by Master Distributor
(through a Reseller or otherwise) outside of Master Distributor's Area of
Primary Marketing Responsibility are prohibited.

7.    SALES PERFORMANCE

(a)   Best Efforts: Master Distributor agrees to use and devote its best efforts
      during any term of this Agreement to actively promote and sell the
      Products to maximize the sale of the Products to Resellers in Master
      Distributor's Area in accordance with this Agreement.

(b)   Permitted and Prohibited Advertising: Master Distributor's sales personnel
      and each of its Resellers shall be kept properly informed by Master
      Distributor as to all of the advertising and marketing programs and
      policies of Motorola and shall pursue said programs and policies in a
      manner reflecting the high standards, valuable goodwill and business
      reputation of Motorola. To assist Master Distributor in promoting sales of
      the Products, Motorola may furnish such promotional content and other
      advertising aids as Motorola deems necessary.

      Master Distributor shall not promote, advertise, or sell the Products
      outside of Master Distributor's Area.

(c)   Performance Standards: Motorola will evaluate Master Distributor's
      performance with respect to the sale of Products primarily on the basis of
      Master Distributor's sales volume and promotional efforts. Sales volume
      shall be measured by total number of units and/or total dollar sales per
      year of Products sold by Master Distributor to Resellers in Master
      Distributor's Area. Motorola will, in its sole discretion, establish
      reasonable sales objectives and/or performance standards for Master
      Distributor for each contract term and may consider those objectives,
      among other factors, in evaluating Master Distributor's sales performance.

(d)   Forecast: During the term of this Agreement, Master Distributor shall
      provide Motorola, in a form to be provided by Motorola, monthly forecasts
      to assist Motorola in maintaining an orderly production flow for the
      purpose of meeting Master Distributor's delivery requirements. Master
      Distributor's failure to provide such information may be considered cause
      by Motorola for excusable delivery delay.

(e)   Inspection of Master Distributor's Facilities: Motorola may inspect Master
      Distributor's facilities and operations as related to Master Distributor's
      performance under this Agreement during normal business hours and with
      reasonable prior notice.

(f)   Dedicated Resources: In order to effectively and rapidly introduce this
      new Motorola product and to develop new market demand, Master Distributor
      agrees to maintain a sales organization adequate to effectively promote
      and market the Products in the Area of Primary Marketing Responsibility,
      [***].

8.    ETHICAL PRACTICES

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Motorola has historically depended on product quality and superiority, combined
with outstanding support capability to sell its products in all parts of the
world. Motorola believes it can continue to grow and prosper without succumbing
to improper or [ILLEGIBLE]ical demands. Motorola will not do business with any
[ILLEGIBLE]butor, agent, customer, or other person if Motorola knows or sects
the existence of questionable practices. Master Distributor agrees with the
Motorola policy stated in this Section. Master Distributor agrees not to offer,
promise or pay anything of value, directly or indirectly, to any government
official, political party official, political party or candidate for office in
order to secure any undue or improper advantage or benefit for it or Motorola in
connection with business opportunities which are the subject of this Agreement.
If Master Distributor or any person under its responsibility, including but not
limited to its directors, officers, employees and agents fails to comply in all
respects with the policy set forth in this Section, Motorola may immediately
terminate this Agreement without any liability whatsoever to Master Distributor.

9.    PARTY RELATIONSHIP

This Agreement does not create an agency, joint venture or partnership between
Master Distributor and Motorola. Neither party shall impose or create any
obligation or responsibility, express or implied, or make any promises,
representations or warranties on behalf of the other party, other than as
expressly provided herein. Nothing in this Agreement shall be construed so as to
make Master Distributor, its employees or agents an employee of Motorola, and
Master Distributor shall not be entitled to participate in any of Motorola's
employee benefit [ILLEGIBLE]ams. Motorola shall not be liable to pay wages,
withhold any taxes, provide any insurance, .or otherwise be obligated as an
employer. Motorola shall not be responsible to any of the various governmental
agencies for Worker's Compensation Insurance or any other type of employee
insurance, withholding taxes, or social security taxes for Master Distributor,
employees or other agents of Master Distributor. The relationship created by
this Agreement does not create a franchise to Master Distributor by Motorola and
is not intended by the parties to constitute the granting of a franchise to
Master Distributor by Motorola, and no federal, state or local franchise
statute, law, regulation or rule is intended by the parties to apply to such
relationship; nor shall any such franchise statute, law regulation or rule be
deemed or construed to apply to the formation, operation, administration,
termination or expiration of this Agreement. Master Distributor expressly
acknowledges and confirms that it has not paid and will not pay any fee to
Motorola in connection with this Agreement, and that none of the terms,
conditions or amounts provided for in this Agreement can be characterized to
constitute such a fee.

10.   TERMINATION

This Agreement may be terminated:

(a)   By either party, without cause and for its convenience, upon thirty (30)
      days prior written notice to the other party at any time; or

(b)   By Motorola at any time upon the occurrence of any of the following
      events:

      (1) a change in the control, management or ownership of Master Distributor
      which in Motorola's sole opinion is unacceptable to Motorola;

      (2) Master Distributor's ceasing to function as a going concern, declaring
      bankruptcy, having a receiver for it appointed, or otherwise taking
      advantage of any insolvency law;

      (3)Master Distributor's failure to cure any breach of this Agreement
      within fifteen (15) days after Motorola's written notification to Master
      Distributor of such breach;

      (4) any untrue statement of a material fact, or omission to state a
      material fact in any communication provided by Master Distributor to
      anyone in connection, with this Agreement, its terms, conditions or
      amounts, the performance of this Agreement or any Motorola products or
      services referred to by this Agreement;

      (5) Master Distributor's engaging in any act or failure to act related to
      the subject matter of this Agreement which is determined to be illegal or
      an unfair or deceptive trade practice in violation of any applicable
      federal, state or local law, or which in the opinion of counsel to
      Motorola constitutes such an illegal, unfair, or deceptive act or
      practice;

      (6) Any unauthorized use by Master Distributor of any sales agent or
      representative in connection with the performance of this Agreement.

      (7) Receipt of customer complaints which, in Motorola's sole opinion,
      indicate that Master Distributor is not achieving Motorola's standards of
      total customer satisfaction.

      (8) Master Distributor's failure to conduct its business in an ethical
      manner as required by Paragraph 8, ETHICAL PRACTICES.

11.   EFFECT OF TERMINATION OR EXPIRATION

(a)   IF THIS AGREEMENT IS TERMINATED OR EXPIRES, OR IF MOTOROLA CANCELS ANY OF
      MASTER DISTRIBUTOR'S ORDERS FOR THE PRODUCTS WHICH REMAIN UNDELIVERED ON
      THE EFFECTIVE DATE OF ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT,
      EACH SUCH ACT OR OCCURRENCE, AS APPLICABLE, IN AND OF ITSELF OR IN
      COMBINATION, CANNOT OPERATE TO CREATE A CLAIM IN MASTER DISTRIBUTOR
      AGAINST MOTOROLA FOR ANY DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED
      TO, ANY CLAIM FOR LOSS OF PROFITS OR PROSPECTIVE PROFITS) WHICH ARE IN ANY
      WAY RELATED TO THE SALE OR PURCHASE OF PRODUCTS OR SERVICES UNDER THIS
      AGREEMENT.

(b)   All sums owed by either party to the other shall become due and payable
      immediately upon termination or expiration of this Agreement.

(c)   Upon termination or expiration of this Agreement, Master Distributor
      shall, within five (5) working days of such

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      termination or expiration, deliver to such address as Motorola shall
      specify all Motorola property, including, but not limited to; all
      equipment, customer data, software items, catalogs, drawings, designs,
      engineering photographs, samples, literature, sales aids and any
      confidential business information and trade secrets of Motorola in Master
      Distributor's possession along with all copies.

(d)   Upon termination or expiration of this Agreement, Motorola shall be
      relieved of any obligation to make any further shipments under this
      Agreement and, with respect to termination, may cancel all of Master
      Distributor's unshipped orders for the Products, irrespective of previous
      acceptance by Motorola. Motorola shall have no obligation or liability to
      Master Distributor, its Resellers or prospective customers of any Reseller
      in connection with any such cancellations unaccepted orders.

(e)   Motorola's acceptance of any order by Master Distributor for Products
      after the termination or expiration of this Agreement shall not be
      construed as a renewal or extension of this Agreement, nor as a waiver of
      termination or expiration of this Agreement.

(f)   The terms, provisions, representations and warranties contained in this
      Agreement that by their sense and context are intended to survive the
      performance thereof by either or both parties shall so survive the
      completion of performances and termination or expiration of this
      Agreement, including without limitation the making of any and all payments
      due under this Agreement.

      OPTION TO REPURCHASE PRODUCTS

(a)   Upon any termination or expiration of this Agreement, Master Distributor
      shall notify Motorola in writing of its currently existing inventory of
      Products and Motorola shall have the option, but not the obligation, to
      repurchase all or any part of Master Distributor's remaining inventory of
      products at the net price paid to Motorola for such inventory by Master
      Distributor. Said option may be exercised upon written notice to Master
      Distributor mailed within fourteen (14) days following the receipt by
      Motorola of Master Distributor's written inventory report. Upon exercise
      of said option to repurchase, Motorola and Master Distributor shall take
      an inventory of all Products in control of Master Distributor.

(b)   Upon any termination or expiration of this Agreement, prior to selling
      Products in unsold inventory to any third party, Master Distributor shall
      first have offered to sell such Products to Motorola at Master
      Distributor's net purchase price, and Motorola shall have refused to
      accept such offer within ten (10) days after receipt thereof.

(c)   In the event Motorola exercises its option to repurchase all or any part
      of Master Distributor's inventory of Products, Master Distributor hereby
      agrees to sell such inventory to Motorola as of the date of termination or
      expiration of this Agreement, and to deliver the same immediately upon
      such termination, at Motorola's sole cost and expense (unless this
      Agreement is being terminated by Motorola due to Master Distributor's
      breach, then at Master Distributor's sole cost and expense) to such
      place(s) as Motorola shall designate, free and clear of any liens or
      encumbrances thereon. To the extent that Motorola does not repurchase all
      of Master Distributor's remaining inventory of Products, Master
      Distributor shall be permitted to sell such remaining inventory of
      Products in its normal course of business subject to the terms, conditions
      and restrictions stated herein.

(d)   Motorola shall pay Master Distributor for the inventory of Motorola
      Products repurchased within forty-five (45) days after receipt of said
      Motorola Products and accompanying invoice by Motorola. Motorola shall
      have the right to offset against any moneys payable hereunder for
      repurchased Products any moneys that are due and owing from Master
      Distributor to Motorola as of the date any such payment is due.

13.   WAIVER

The failure of either party to insist in any one or more instances upon the
performance of any of the terms, covenants, or conditions in this Agreement or
to exercise any right under this Agreement, shall not be construed as a waiver
or relinquishment of the future performance of any such term, covenant, or
condition or the future exercise of any such right, and the obligation of each
party with respect to such future performance or future exercise of any such
right shall continue in full force and effect.

14.   MOTOROLA PRIOR PRODUCTS RESELLER AGREEMENT TERMINATED

In consideration of Motorola entering into this Agreement, Master Distributor
agrees that any existing agreement between Master Distributor and Motorola for
the sale of the Products is terminated upon the execution of this Agreement in
accordance with all the terms and conditions of any such agreement.

15.   LIMITATIONS

(1)   LIMITATION OF LIABILITY. EXCEPT FOR PERSONAL INJURY AND EXCEPT AS PROVIDED
      FOR IN ATTACHMENT B IN THE SECTION "PATENT COPYRIGHT AND TRADEMARKS",
      MOTOROLA'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT
      WHETHER FOR BREACH OF CONTRACT, WARRANTY,. MOTOROLA'S NEGLIGENCE, STRICT
      LIABILITY IN TORT OR OTHERWISE, IS LIMITED TO THE PRICE OF THE PARTICULAR
      PRODUCTS SOLD HEREUNDER WITH RESPECT TO WHICH LOSSES OR DAMAGES ARE
      CLAIMED. MASTER DISTRIBUTOR'S SOLE REMEDY IS TO REQUEST MOTOROLA AT
      MOTOROLA'S OPTION TO EITHER REFUND THE PURCHASE PRICE OR REPAIR OR REPLACE
      PRODUCTS THAT ARE NOT AS WARRANTED. IN NO EVENT, WHETHER FOR BREACH OF
      CONTRACT, WARRANTY, MOTOROLA'S NEGLIGENCE, STRICT LIABILITY IN TORT, OR
      OTHERWISE, WILL MOTOROLA BE LIABLE FOR INCIDENTAL, PUNITIVE, SPECIAL OR
      CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, FRUSTRATION OF
      ECONOMIC OR BUSINESS EXPECTATIONS, LOSS OF PROFITS, LOSS OF DATA, COST OF
      CAPITAL, COST OF SUBSTITUTE PRODUCT(S), FACILITIES OR SERVICES, DOWNTIME

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      COST OR ANY CLAIM AGAINST MASTER DISTRIBUTOR BY ANY OTHER PARTY.

(2)   INSURANCE. IT IS FURTHER UNDERSTOOD THAT MOTOROLA IS NOT AN INSURER AND
      THAT MASTER DISTRIBUTOR SHALL OBTAIN ALL INSURANCE, REQUIRED BY THIS
      AGREEMENT AND THAT MOTOROLA DOES NOT REPRESENT OR WARRANT THAT MOTOROLA
      PRODUCTS WILL AVERT OR PREVENT OCCURRENCES, OR THE CONSEQUENCES THEREFROM,
      WHICH ARE MONITORED, DETECTED OR CONTROLLED WITH USE OF THE PRODUCTS.

(3)   TIME TO SUE. EXCEPT FOR MONEY DUE UPON AN OPEN ACCOUNT, NO ACTION SHALL BE
      BROUGHT BY MASTER DISTRIBUTOR FOR ANY BREACH OF THIS AGREEMENT MORE THAN
      TWO (2) YEARS AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION EXCEPT WHERE A
      SHORTER LIMITATION PERIOD IS PROVIDED BY APPLICABLE LAW.

(4)   NO REPRESENTATIONS. THE ISSUANCE OF INFORMATION, ADVICE, APPROVALS,
      INSTRUCTIONS OR COST PROJECTIONS BY MOTOROLA'S SALES PERSONNEL OR OTHER
      REPRESENTATIVES SHALL BE DEEMED EXPRESSIONS OF PERSONAL OPINION ONLY AND
      SHALL NOT AFFECT MOTOROLA'S AND MASTER DISTRIBUTOR'S RIGHTS AND
      OBLIGATIONS HEREUNDER UNLESS THE SAME IS IN WRITING AND SIGNED BY MOTOROLA
      WITH THE EXPLICIT STATEMENT THAT IT CONSTITUTES AN AMENDMENT TO THIS
      AGREEMENT.

16.   GENERAL

(a)   All Attachments and any and all deletions, additions and revisions
      thereto, are incorporated into this Agreement and made a part hereof.

(b)   This Agreement can be amended as follows:

      (i) any additions, deletions, amendments or changes ("modification") to
      the Attachments to this Agreement (other than Attachment B-Supplementary
      Terms and Conditions) can be unilaterally made by Motorola upon thirty
      (30) days prior written notice to Master Distributor; Master Distributor's
      failure to terminate this Agreement when it is sent notice of the
      modification and this Agreement shall be deemed amended accordingly; or,

      (ii) any other additions, deletions, amendments or changes to this
      Agreement must be in writing and signed by Motorola and Master
      Distributor.

(c)   Master Distributor acknowledges that it has read and understands these
      terms and conditions and agrees to be bound by them, and that this
      Agreement, including its Attachments, is the complete and exclusive
      statement of the agreement between the parties and supersedes all
      proposals, oral or written, and all other communications between the
      parties relating to the subject matter hereof.

(d)   This Agreement is binding upon, and shall inure to the benefit of, the
      parties hereto and their respective heirs, executors, legal
      representatives, successors and assigns. Master Distributor may not assign
      or subcontract this Agreement or any interest herein including, without
      limitation, rights and duties of performance, without the express prior
      written consent of Motorola.

(e)   If any provision of this Agreement is contrary to, prohibited by or held
      invalid by any law, rule, order or regulation of any government or by the
      final determination of any state or federal court, such invalidity shall
      not affect the enforceability of any other provisions not held to be
      invalid.

(f)   Section and paragraph headings used in this Agreement are for convenience
      only and are not to be used to construe the provisions of the Agreement.

(g)   THIS AGREEMENT IS DEEMED BY THE PARTIES TO HAVE BEEN ENTERED INTO IN THE
      STATE OF ILLINOIS AND THIS AGREEMENT'S INTERPRETATION, CONSTRUCTION AND
      THE RIGHTS, DUTIES AND REMEDIES FOR ITS ENFORCEMENT OR BREACH ARE TO BE
      DECIDED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT
      APPLICATION OF CONFLICT OF LAWS PRINCIPLES.

      Motorola and Master Distributor will attempt to settle any claim or
      controversy arising out of this Agreement through consultation and
      negotiation in good faith and a spirit of mutual cooperation. If those
      attempts fail, then the dispute will be mediated by a mutually acceptable
      mediator to be chosen by Motorola and Master Distributor within thirty
      (30) days after written notice by one of the parties demanding non-binding
      mediation. Neither party may unreasonably withhold consent to the
      selection of a mediator, and each party will share the costs of the
      mediation equally. By mutual agreement, however, Motorola and Master
      Distributor may postpone mediation until the parties have completed some
      specified but limited discovery about the dispute. The parties may also
      mutually agree to replace mediation with some other form of non-binding
      alternate dispute resolution ("ADR").

      Any dispute that the parties cannot resolve through negotiation or
      mediation within two (2) months of the date of the initial demand may then
      be submitted to a court located in Cook County, Illinois, U.S.A. for
      resolution. Both Motorola and Master Distributor consent to jurisdiction
      over it by such a court. The use of any ADR procedures will not be
      construed under the doctrine of laches, waiver or estoppel to affect
      adversely the rights of either party. Nothing will prevent either party
      from resorting to judicial proceedings ii (a) good faith efforts to
      attempt resolution of the dispute under these procedures have been
      unsuccessful or (b) interim relief from the court is necessary to prevent
      serious and irreparable injury to one of the parties or to others.

(h)   Notices: Any notice required or permitted herein shall be in writing and
      shall be hand delivered transmitted via facsimile or mailed, postage fully
      prepaid, properly addressed to the party to be notified at the address
      shown below or the last known address given by such party to the other.
      Any such notice shall be considered to have been given when hand delivered
      or transmitted via facsimile with verbal acknowledgement by the receiving
      party or on the second (2nd) business day after it has been deposited in
      the mail in the manner herein provided.

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(i)   Acceptance: This Agreement is an offer by Master Distributor to Motorola
      for Master Distributor to be appointed a Master Distributor of the
      Products as set forth in this Agreement. This Agreement shall not become a
      binding contract between Master Distributor and Motorola until the date
      Motorola has signed the Agreement ("Agreement Date"). No act or omission
      regarding this Agreement or its performance by anyone, including Master
      Distributor or Motorola, which occurs prior to the Agreement Date can be
      characterized by anyone to either constitute acceptance of this Agreement
      by Motorola or otherwise create a claim in anyone related in any way to
      the subject matter of this Agreement.

17.   ATTACHMENTS

The following attachments are attached hereto and made a part hereof.

A.    Products, Area of Primary Marketing Responsibility for Products

B.    Supplementary Terms and Conditions

The parties deem this Agreement to be executed by their duly authorized
representatives on the Agreement Date.

MOTOROLA, INC.                     MASTER DISTRIBUTOR

By: /s/ ANTHONY KOBRINETZ              By: /s/ OSCAR FUMAGALI
    -------------------------              ---------------------
     (Authorized Signature)            (Authorized Signature)
Print Name: ANTHONY KOBRINETZ      Print Name: OSCAR FUMAGALI
Title: VP AND GM CANOPY            Title: CHIEF FINANCIAL OFFICER
Signature Date:1/27/2003           Signature Date: JAN 23, 2003

Motorola Address For Notices:      Print Master Distributor Address For Notices:

Motorola, Inc.
Attention: Law Department          _____________________________________________
1303 East Algonguin Rd.            _____________________________________________
Schaumburg, IL 60196               _____________________________________________

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                      MOTOROLA MASTER DISTRIBUTOR AGREEMENT
                                  ATTACHMENT A

         PRODUCTS, AREA OF PRIMARY MARKETING RESPONSIBILITY FOR PRODUCTS

PRODUCTS:
                                                MASTER DISTRIBUTOR'S
MODEL             DESCRIPTION       MSRP        PRICE

      (REFERENCE PRODUCT AND MSRP PRICE LIST PUBLISHED ON MOTOROLA'S Master
                             DISTRIBUTOR Web-Site)

Master Distributor shall purchase Motorola manufactured hardware Products
directly from Motorola at [***] off Motorola's Manufacturer's Suggested Resale
Price ("MSRP"). Master Distributor shall not be entitled to a discount on
non-Motorola product, on product promotions or on services unless otherwise
offered in writing by Motorola.

AREA OF PRIMARY MARKETING RESPONSIBILITY FOR PRODUCTS

Master Distributor's area of primary marketing responsibility for the Products
shall be:

                       LATIN AMERICA AND THE CARIBBEAN (1)

(1) Product can only be distributed into Master Distributor's Area of Primary
Marketing Responsibility countries certified for shipment and operation, or
where appropriate alternative permits, trial licenses, etc., have been secured
and approved by Motorola. A current listing of such countries is included below.

Country:

[***]

Motorola and Master Distributor may agree in writing to expand Master
Distributor's area of primary marketing responsibility. In such case, Motorola
and Master Distributor shall execute an Addendum to this Agreement that
specifies the additional Area(s) and that includes new or modified terms and
conditions for sales into the additional Area(s).

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                      MOTOROLA MASTER DISTRIBUTOR AGREEMENT
                                  ATTACHMENT B
                       SUPPLEMENTARY TERMS AND CONDITIONS

A.    SUPPLEMENARY TERMS

(1)   MASTER DISTRIBUTOR'S MINIMUM PURCHASE TARGETS. Master Distributor shall
      purchase from Motorola, as a [***] target, [***] in Product on an annual
      basis. Purchases will be monitored on a quarterly basis and reviewed with
      the Master Distributor to ensure Master Distributor is capable of reaching
      the annual [***] target. If after [***], a Master Distributor has not
      purchased [***] of Product, Master Distributor may no longer qualify to
      participate as a Motorola Authorized Master Distributor.

(2)   STOCKING REQUIREMENTS AND INITIAL STOCKING ORDER. Master Distributor is
      required to stock in its warehouse(s) [***] average inventory of Products
      based on previous sales and submitted forecasts. Master Distributor shall
      place an initial stocking order with Motorola for Product with a value not
      less than [***] upon execution of this Agreement

      REBATES, CO-OP & OTHER MASTER DISTRIBUTOR PROGRAMS. Rebates, Co-op and
      other Master Distributor programs may be offered by Motorola to Master
      Distributor during this Agreement on terms and conditions published by
      Motorola in the applicable Canopy(TM) Master Distributor Program.

(4)   ORDERS, ACCEPTANCE, CREDIT APPROVAL. Purchase and sale shall occur only by
      Motorola's acceptance of orders submitted by Master Distributor. An order
      may be submitted on Motorola's standard Master Distributor Product Order
      Form. Facsimile, telegraph and verbal orders may also be submitted.
      Acceptance shall be documented by a Motorola invoice sent to Master
      Distributor. Master Distributor acknowledges and agrees that the invoice
      is accurate and final unless objected to in writing within ten (10) days
      of receipt by Master Distributor.

      Acceptance shall be only upon terms and conditions of the Agreement and
      the listed Attachments. The only effect of any terms and conditions in
      Master Distributor's purchase orders or elsewhere shall be to request the
      time and place of delivery and number of Products to be delivered, but
      they shall not change, alter or add to these terms and conditions in any
      way. One of the conditions of acceptance is Master Distributor's obtaining
      and maintaining credit approval from Motorola. Master Distributor shall
      provide Motorola with financial information and statements as requested by
      Motorola to obtain and maintain Master Distributor's credit approval.

(5)   CANCELLATION. Master Distributor, at no cost, may cancel an individual
      order by giving Motorola notice of such cancellation at least thirty (30)
      days prior to the scheduled shipping date. Except in cases where Motorola
      is the direct cause of Master Distributor's cancellation, partial
      cancellation or rescheduling, Motorola shall have the option to not cancel
      an individual order when such notice is received by Motorola within thirty
      (30) days of the scheduled shipping date of the order. Except in cases
      where Motorola is the direct cause, of Master Distributors' cancellation,
      partial cancellation or rescheduling, if Motorola agrees to Master
      Distributor's cancellation on less than 30 days notice, Master Distributor
      shall pay a [***] [***] cancellation charge as liquidated damages and not
      as a penalty for each such cancellation.

(6)   SHIPPING. Motorola will ship Products in one or more full-box packages,
      in Motorola's sole discretion, pre-paid via Motorola's standard surface
      shipping or via Master Distributor's requested surface shipping/shipping
      payment account, only to Master Distributor locations) expressly
      authorized by this Agreement. All shipping costs, including any expedited
      delivery, via air shipment or otherwise, requested by Master Distributor
      shall be paid by Master Distributor. Motorola may prepay the freight and
      other handling charges associated with delivery and add all such charges
      to Master Distributor's invoice or utilize Master Distributor's shipping
      account numbers directly. All Products supplied to Master Distributor by
      Motorola under this Agreement shall be packed, marked and otherwise
      prepared for shipment in a manner which is in accordance with good
      commercial practice.

(7)   PRODUCT LABELING. Each Product shipped under the terms of the Agreement
      may be labeled with Motorola's brand name logo or other Motorola
      trademark. In its sale advertising and promotion of the Products, Master
      Distributor is authorized to use the Motorola brand name logo or other
      such trademark, if any, only in a statement that identifies that the
      Products are manufactured by Motorola, Inc.

(8)   DELIVERY. Shipping or delivery dates are best estimates only. Motorola
      reserves the right to make deliveries in installments and this Agreement
      shall be severable as to such installments. Delivery delay or default of
      any installment shall not relieve Master Distributor of its obligation to
      accept and pay for remaining deliveries. In the event of shortage of a
      Product, neither the acceptance of an order by Motorola nor the shipment
      of any portion of any order will require Motorola to complete shipment of
      that order. Furthermore Motorola will have the right at any time to
      allocate shipments of a Product in any manner which in its discretion will
      equitably meet the needs of the situation. IN NO EVENT SHALL MOTOROLA BE
      LIABLE FOR INCREASED COSTS, LOSS OF PROFITS OR GOODWILL OR ANY OTHER
      INCIDENTAL OR CONSEQUENTIAL

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      DAMAGES DUE TO LATE DELIVERY OR NONDELIVERY OF PRODUCTS.

(9)   PAYMENT. Each delivery shall be separately invoiced without regard to
      other deliveries and payment from Master Distributor shall be due and
      payable [***] without regard to other deliveries. Motorola may offer
      prompt payment discounts or extended payment terms and Master Distributor
      should inquire as to the availability and details of such programs. As
      security for Master Distributor's payment obligations to Motorola for
      Products to be delivered to Master Distributor but not paid for in
      advance, Motorola may require Master Distributor, before shipment, to
      grant to Motorola a security interest in such Products and their proceeds
      to the extent of any unpaid balances for the Products. Motorola will not
      attempt to exercise this right to the extent it already has an existing
      security interest that applies to the Products. In such case, Master
      Distributor agrees not to subject any of such Products to a lien in favor
      of any entity or person, other than a governmental entity, that is senior
      to or has priority over Motorola's security interest. Master Distributor
      shall promptly execute and file, at Motorola's expense, any documents
      reasonably requested by Motorola to perfect, and to continue the
      perfection of, such security interest.

(10)  TITLE AND SECURITY. All deliveries are Ex Works, INCOTERMS 2000,
      Motorola's factory. Title to Products (excluding software, where title is
      not transferred), risk of loss and payment of all transportation costs and
      insurance shall pass to Master Distributor at the factory shipping point.

(11)  PRICE PROTECTION. Motorola may increase prices at any time, upon [***]
      prior written notice of the effective date of any such change. Price
      increases will not apply to orders Motorola has accepted before the
      effective date of the increase. Motorola will extend the current price for
      a period of [***] from the effective date of a price increase upon Master
      Distributor providing written documentation to Motorola of all outstanding
      bids, within [***] of receipt of Motorola's notice of a price increase.
      Price decreases will become effective on the "effective date" specified in
      Motorola's notification. The price decrease will apply to unshipped items
      specified on orders Motorola has accepted prior to the effective date of
      the decrease. Price adjustment will be made for Products in transit to
      Master Distributor on the effective date of the price decrease if Motorola
      invoiced Master Distributor for the Products at the higher price. Master
      Distributor may be entitled to a credit for the difference between the
      price paid for Products in Master Distributor's inventory on the effective
      date of the decrease and the new lower price provided the Products are
      still in inventory and were delivered to Master Distributor no earlier
      than [***] before the effective date of the price decrease. To qualify for
      the credit, Master Distributor must identify each unit by Product code,
      shipment date, equipment serial number, invoice number and net invoice
      price. Master Distributor's request for a credit must be submitted to
      Motorola within [***] after Motorola notifies Master Distributor of the
      reduction. Motorola will issue the credit upon verification of Master
      Distributor's request.

(12)  STOCK ROTATION. Once each calendar quarter, Master Distributor may return
      as a stock rotation, eligible Products to Motorola for full credit. Master
      Distributor must, as a condition of such stock rotation return, issue a
      purchase order for new Products having at least the same dollar value of
      the returned Products. To be eligible for credit or repurchase under this
      Section, the Product must have been purchased or licensed from Motorola,
      be a current model in Motorola's product line at the time of repurchase,
      still be in its original, unopened container and was originally shipped by
      Motorola no earlier than 90 days before the date of return. Taxes,
      transportation costs, and any other additional charges will not be
      considered part of the price Master Distributor paid for the Products.
      Master Distributor shall also bear all freight costs and risk of loss or
      damage in returning the inventory to Motorola. Damaged or used Product is
      ineligible for stock rotation.

(13)  WARRANTY REPAIR OBLIGATIONS. Master Distributor agrees to provide first
      level warranty support to its Resellers and Resellers' end user customers.
      Master Distributor shall test and validate all warranty claims prior to
      returning any Product to Motorola. Motorola agrees that it shall provide
      Master Distributor with thirty (30) days notice prior to modifying its
      warranty terms and conditions. All warranty Return Material Authorizations
      ("RMA") shall be documented as to the reason for the return by Master
      Distributor. Motorola shall provide the proper documentation to be filled
      out by Master Distributor.

(14)  POINT OF SALE REPORTING. Master Distributor shall provide to Motorola, in
      a form provided by Motorola, Point of Sale ("POS") information on a
      monthly basis by the third business day of Motorola's fiscal calendar.
      Master Distributor shall provide additional information to Motorola upon
      Motorola's reasonable request.

(15)  INVENTORY REPORTING. Master Distributor shall provide to Motorola, in a
      form provided by Motorola on the first business day of each week, an
      inventory report showing Motorola Product part #, quantities and purchase
      price.

(16)  QUARTERLY BUSINESS REVIEW. Motorola and Master Distributor shall conduct
      regular business reviews on at least a quarterly basis. Master Distributor
      shall appoint a dedicated product manager to manage the relationship
      between Motorola and Master Distributor. Master Distributor's dedicated
      program manager shall attend all quarterly business reviews.

B.    WARRANTY/WARRANTY DISCLAIMER, WARRANTY PROCEDURE

Motorola warrants the Products in accordance with an express written commercial
or limited warranty, as applicable, and make no representation or warranty of
any other kind. The applicable warranty is extended by Motorola neither to
Master Distributor nor any Reseller but only to the original end user customer
purchaser of the Products from a Reseller of the Master Distributor and is not
assignable or transferable to subsequent purchasers, unless otherwise specified
in writing to such original end user customer purchaser. Master Distributor will
require that

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each of its Resellers provide the original end user customer purchaser with the
applicable Motorola Product warranty and, if applicable, a software license and
software warranty prior to the sale of the Products. Neither Master Distributor
nor any of its Resellers shall issue any warranties, guarantees or licenses with
Product to the Products which purport to obligate Motorola to any [ILLEGIBLE] or
entity other than the applicable warranties or license furnished for the
Products by Motorola pursuant to this Attachment B. From time to time, Motorola
may change its applicable warranties on thirty (30) days prior written notice to
Master Distributor. To the extent that Master Distributor makes any warranty or
representation to its customers or any other third party in respect of the
Products, it is understood that such representation or warranty shall be made
solely for the Master Distributor's account and shall not bind the Motorola. The
Master Distributor shall indemnify and hold Motorola harmless from and against
any claims, liabilities and expenses (including, but not limited to, attorney's
fees) asserted against, or incurred by, Motorola resulting from the Master
Distributor making any such representation or warranty and/or any other express
or implied warranty of the Master Distributor.

MOTOROLA DOES NOT EXTEND ANY WARRANTY TO MASTER DISTRIBUTOR OR ANY RESELLER OF
MASTER DISTRIBUTOR, AND ALL WARRANTIES EXPRESS OR IMPLIED ARE SPECIFICALLY
EXCLUDED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.

If any Motorola Product furnished hereunder is initially defective, i.e.,
defective at the time of delivery, Master Distributor's sole Remedy shall be to
return the product to Motorola for replacement or repair at Motorola's sole
discretion. All returns must be returned in the-original container and packing
with all accessories and instructions. The foregoing constitutes Master
Distributor's sole remedy with respect to initially defective Motorola Products;
Master Distributor shall have no right to reject all or any part of any shipment
of Motorola Products furnished hereunder because any or all of such Motorola
Products may be initially defective.

C.    SOFTWARE LICENSE AND SOFTWARE WARRANTY /WARRANTY DISCLAIMER

A separate Motorola Software License and Software Warranty may apply to certain
Products and individual items of software. When Master Distributor is advised by
Motorola that a Motorola Software License and Software Warranty apply to
Products containing Motorola Software that are purchased from Motorola for
resale, or relicensing, as the case may be, Motorola will advise Master
Distributor of the procedures that must be taken in connection with the sale
and/or licensing of such Products and/or Motorola Software such as a requirement
that Master Distributor, Master Distributor's Resellers and each end user
customer of each Reseller sign an applicable Motorola Software License prior to
delivery of the Products and Motorola Software. From time to time, Motorola may
change such separate software licenses, warranties and procedures on prior
written notice to Master Distributor. MOTOROLA DOES NOT EXTEND ANY SOFTWARE
WARRANTY TO MASTER DISTRIBUTOR OR ANY RESELLER OF MASTER DISTRIBUTOR, AND ALL
WARRANTIES EXPRESS OR IMPLIED ARE SPECIFICALLY EXCLUDED, INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.

D.    PATENT, COPYRIGHT AND TRADEMARKS

(1)   INDEMNIFICATION. Motorola agrees to defend, at its expense, any suits
      against Master Distributor, Master Distributor's Reseller or a Reseller's
      end user customer based upon a claim that any Motorola manufactured
      Products furnished hereunder directly infringe a U.S. patent or copyright
      and to pay cost and damages finally awarded in any such suit, provided
      that Motorola is notified promptly in writing of the suit and, at
      Motorola's request and at its expense, is given control of said suit and
      all requested assistance for defense of same. If the use or sale of any
      such Product(s) furnished hereunder is enjoined as a result of such suit,
      Motorola, at its option and at no expense to Master Distributor, Master
      Distributor's Reseller or a Reseller's end user customer, shall obtain for
      Master Distributor, its Reseller or the Reseller's end user customer, as
      applicable, the right to use or sell such Product(s), or shall substitute
      an equivalent Product reasonably acceptable to Master Distributor, its
      Reseller or the Reseller's end user customer, as applicable, and shall
      extend this indemnity thereto, or shall accept the return of such
      Product(s) and reimburse Master Distributor, its Reseller or the
      Reseller's end user customer, as applicable, the purchase price therefor
      less a reasonable charge for reasonable wear and tear. In no event shall
      Motorola be liable for any: (i) infringement by goods or associated
      software manufactured and/or supplied by third parties; (ii) infringement
      arising from a combination of the Products with other elements, or
      modification of the Products after delivery by Motorola; (iii)
      infringement arising out of compliance with" Master Distributor's or its
      Resellers' specifications, (iv) royalties payable based on a per use
      basis, or subscriber revenues derived therefrom, or any royalty basis,
      other than a reasonable royalty based upon revenue derived by Motorola
      from Master Distributor from sales or license of the infringing Products;
      (v) royalties payable with respect to, ON intellectual property claims
      related to intellectual property rights associated with compliance with or
      implementation of standards issued by public or private standards bodies.
      THE TERMS AND CONDITIONS OF THIS ORDER CONTAIN THE SOLE AND EXCLUSIVE
      LIABILITY OF MOTOROLA FOR INFRINGEMENT OR THE LIKE OF PATENTS, TRADEMARKS,
      COPYRIGHTS, TRADE SECRETS AND OTHER INTELLECTUAL PROPERTY RIGHTS IN
      CONNECTION WITH THIS AGREEMENT WHETHER DIRECT OR CONTRIBUTORY, AND IS IN
      LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OF STATUTORY IN REGARD THERETO,
      INCLUDING WITHOUT LIMITATION, THE WARRANTY AGAINST INFRINGEMENT SPECIFIED
      IN THE UNIFORM COMMERCIAL CODE. IN NO EVENT SHALL MOTOROLA BE LIABLE FOR
      INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM INFRINGEMENT OF ALLEGED
      INFRINGEMENT PATENTS OR COPYRIGHTS.

(2)   COPYRIGHTS AND MASK WORKS. Laws in the United States and other countries
      preserve for Motorola certain exclusive rights in the Motorola Software,
      mas

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      works and other works of authorship furnished hereunder, including,
      without limitation, the exclusive right to prepare works derived from
      same, reproduce same in copies and distribute copies of same. Each such
      item of Motorola Software, mask work and other work of authorship may be
      used in only the Product in which such item was originally embodied and
      such item in such Product may not be replaced, copied, distributed,
      modified in any way, or used to produce any derivative thereof. No other
      use including, without limitation, alteration, modification, reproduction,
      distribution or reverse engineering of any such item or exercise rights in
      any such item is permitted.

(3)   REVERSE ENGINEERING. Master Distributor acknowledges Motorola's claim that
      the Motorola Software and Products furnished hereunder contain valuable
      trade secrets of Motorola and therefore agrees that it will not translate,
      reverse engineer, de-compile or disassemble or make any other unauthorized
      use of such Motorola Software and Products. Since unauthorized use of such
      Motorola Software and Products will greatly diminish the value of such
      trade secrets and cause irreparable harm to Motorola, Master Distributor
      agrees that Motorola, in addition to any other remedies it may have, shall
      be entitled to equitable relief to protect such trade secrets, including,
      without limitation, temporary and permanent injunctive relief without the
      proving of damage by Motorola.

(4)   TRADEMARK AND PROPRIETARY MARKS. The Products shipped under the terms and
      conditions of this Agreement may carry Motorola's trademark and
      proprietary marks or such other logo or proprietary marks of Motorola,
      which may not be used by Master Distributor except as Motorola may
      expressly agree to in writing prior to any use of such other logo or mark.
      Master Distributor hereby acknowledges the validity of the trademark
      "MOTOROLA" as well as of all other proprietary marks which are affixed to
      the Products and agrees that the aforesaid trademarks and proprietary
      marks are and shall remain the property of Motorola. Master Distributor
      shall not do anything to infringe upon, harm, or contest the validity of
      the aforesaid trademarks or other proprietary marks of Motorola. Unless
      otherwise agreed to in writing, Master Distributor may not use the
      trademark "MOTOROLA" in connection with the promotion or sale of such
      Motorola Products but may only state that such Products are manufactured
      by Motorola. Except as Motorola may otherwise specifically provide in
      writing, such promotion shall be at Master Distributor's sole cost and
      expense. Master Distributor agrees that it shall not use the trademark
      "MOTOROLA" as part of the name under which it conducts business.
      Permission to display the word "MOTOROLA", or any other proprietary word
      or symbol owned by Motorola or its affiliates, is only as stated above and
      it is expressly understood that nothing herein shall grant to Master
      Distributor any right, title or interest in the word "MOTOROLA" (either
      alone or in association with other words, names or symbols), or in the
      corporate name of Motorola, or any part thereof or in any other trademark
      or trade name adopted by Motorola, or its affiliates. In order that
      Motorola may protect its trademarks, trade names, corporate slogans,
      goodwill and product designations, Master Distributor shall not use any
      such marks, names, slogans, or designations in any advertising copy,
      promotional material, signs or other written or printed material except in
      a form specifically approved in writing by Motorola. If, as set forth in
      this subparagraph D (4), any such mark is used in signs, advertising or in
      any other manner by Master Distributor, Master Distributor will, upon
      termination or expiration of this Agreement, immediately discontinue all
      such use or display.

(5)   LICENSE DISCLAIMER. EXCEPT FOR THE RIGHT TO USE THE MOTOROLA SOFTWARE AND
      PRODUCTS FOR THE PURPOSES PROVIDED HEREIN WHICH ARISES BY OPERATION OF
      LAW, AND EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, NOTHING CONTAINED
      IN THE AGREEMENT SHALL BE DEEMED TO GRANT TO MASTER DISTRIBUTOR, ITS
      RESELLERS OR THE END USER CUSTOMERS OF THOSE RESELLERS EITHER DIRECTLY OR
      BY IMPLICATION, ESTOPPEL OR OTHERWISE, ANY LICENSE OR RIGHT UNDER ANY
      PATENTS, COPYRIGHTS, TRADEMARKS OR TRADE SECRETS OF MOTOROLA OR ANY THIRD
      PARTY.

E.    TAXES AND INSURANCE

(1)   Master Distributor shall pay all license fees, sales, use, service use,
      occupation, retailer's occupation, service occupation, personal property
      and excise taxes and any other fees, assessments or taxes which may be
      assessed or levied by any national, state or local government and any
      departments and subdivision thereof, as a result of the performance of the
      Agreement or against any of the Products ordered by the Master
      Distributor.

(2)   Master Distributor shall provide and maintain at its own expense the
      following insurance against liability arising in any way out of the
      Agreement and any other insurance coverages which may be deemed necessary
      by Motorola; (a) General Public Liability insurance with a combined single
      limit of $1,000,000; (b) Worker's Compensation and Employers Liability
      insurance sufficient and proper under the laws of the state wherein the
      responsibilities are to be performed to protect Motorola against claims
      under the compensation laws of said state; (c) Automobile Public Liability
      Insurance covering all vehicles used in connection with the Agreement with
      a combined single limit of $1,000,000; (d) fire, theft and extended
      coverage with respect to the Products in an amount no less than the
      replacement value of such Products. All insurance policies shall be in
      companies satisfactory to Motorola, name Motorola as an additional named
      insured, and contain a waiver of subrogation clause whereby the insurer
      waives all right of subrogation it may have under such policies as related
      to Motorola. Each insurance policy will contain a clause requiring the
      insurer to give Motorola at least thirty (30) days prior written notice of
      any alteration in the terms of such policy or the cancellation thereof.
      Master Distributor will promptly provide Motorola with written notice
      thereof and make available to Motorola all information and documentation
      relating thereto.

(3)   Except as otherwise specifically set forth in the Agreement, Product
      prices are exclusive of any amount for federal, state, or local excise,
      sales, use, property, retailers' occupation or similar taxes. If any such
      excluded taxes are determined to be applicable to any transaction related
      to the Agreement, or if Motorola is required to pay or bear the burden of
      such taxes, the prices set forth herein shall be increased by the

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      amount of such taxes and any interest or penalty thereon, and Master
      Distributor shall pay to Motorola the full amount of any such increase no
      later than thirty (30) days after receipt of an invoice for such taxes, or
      Master Distributor may provide Motorola an executed resale exemption
      certificate as required by the state tax authorities to establish Master
      Distributor's tax-exempt status as a reseller under the Agreement.

F.    EXCUSABLE DELAYS

Neither party shall be liable for any delay or failure to perform due to any
cause beyond its reasonable control. Causes include but are not limited to
strikes, acts of God, acts of the other party, its employees, agents, Resellers
or end user customers of those resellers, interruptions of transportation or
inability to obtain necessary labor, materials or facilities, or default of any
supplier or because volume of orders at any time renders deliveries or
acceptance impractical in the ordinary course of business. The delivery or
acceptance schedule shall be considered extended by a period of time equal to
the time lost because of an excusable delay. In the event either party is unable
to wholly or partially perform because of any cause beyond its reasonable
control, such party may terminate any order without liability to the other.

G.    FCC AND OTHER GOVERNMENT MATTERS

An end user customer of a Product is solely responsible for obtaining any
licenses or other authorizations required by the Federal Communication
Commission ("FCC") or any other federal, state or local governmental agency. The
end user customer is solely responsible for complying with applicable FCC rules
and regulations and the applicable rules and regulations of [ILLEGIBLE] other
federal, state or local governmental agency.

H.    COMPLIANCE WITH LAW

Master Distributor shall at all times conduct its efforts under the Agreement in
strict accordance with all applicable federal, state and local laws, rules and
regulations and with the highest commercial standards. Master Distributor agrees
to promptly comply with any notices received from Motorola regarding compliance
with any such laws, rules or regulations or any notices from Motorola relating
to remedial efforts which Motorola, in its sole discretion, deems are necessary
that relate to any such law, rule or regulation including, but not limited to,
such laws, rules and regulations regarding warranty, consumer protection or
product safety for Motorola products and services.

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                      MOTOROLA MASTER DISTRIBUTOR AGREEMENT
                                  ATTACHMENT C

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